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Exhibit 2.1
PLAN OF REORGANIZATION
AND
AGREEMENT OF MERGER
THIS PLAN OF REORGANIZATION AND AGREEMENT OF MERGER ("Agreement") is made
and entered into this 21st day of March, 2001, by and between Valley Independent
Bank, a California banking corporation ("VIB" or "Surviving Corporation"),
having its principal office in El Centro, California, and Bank of Xxxxxxxxx,
F.S.B., a federal savings bank ("BOS"), having its principal office in
Bakersfield, California, to which VIB Corp, a California corporation ("VIBC"),
having its principal office in El Centro, California, is a party, with reference
to the following facts:
RECITALS
X. XXX is a federal savings bank duly organized, validly existing and doing
business in good standing in California and Nevada under the laws of the United
States, and has authorized capital stock which consists of 10,000,000 shares of
common stock ("BOS Stock"), of which, as of the date hereof, there are 1,212,265
shares outstanding;
B. VIB is a corporation duly organized, validly existing and doing business
in good standing under the laws of the State of California, and has authorized
capital stock which consists of 13,500,000 shares of common stock ("VIB Stock"),
of which, as of the date hereof, there are 6,194,116 shares outstanding;
C. VIB is a member of the Federal Reserve System and is duly licensed to
conduct and is now conducting a banking business in the State of California;
X. XXX is duly licensed to conduct and is now conducting business as a
savings bank in the State of California;
E. VIBC is a corporation duly organized, validly existing and doing
business in good standing under the laws of the State of California, and has
authorized capital stock of 25,000,000 shares of common stock ("VIBC Stock"), of
which, as of the date hereof, there are 12,188 ,834 shares outstanding, and
10,000,000 shares of preferred stock, of which, as of the date hereof, there are
no shares outstanding;
F. VIBC owns all of the outstanding shares of BOS Stock and all of the
outstanding shares of VIB Stock; and
G. VIB, BOS and VIBC deem it desirable and in the best interests of their
respective corporations and their respective shareholders that VIB and BOS merge
(the "Merger") into a single corporation under and pursuant to the laws of the
United States and of the State of
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California and to that end are entering into this Plan of Reorganization and
Agreement of Merger.
NOW, THEREFORE, VIB, BOS and VIBC do hereby agree that, at the Effective
Time (as hereinafter defined), BOS and VIB shall merge into a single corporation
on the terms and conditions herein provided as follows:
AGREEMENT
ARTICLE I - MERGER
At the Effective Time, BOS shall be merged with and into VIB which shall
thereupon be the Surviving Corporation and a subsidiary of VIBC. The separate
corporate existence of BOS shall cease and VIB shall succeed to the properties,
rights, privileges, powers, immunities and franchises of BOS. All rights of
creditors and all liens upon the property of BOS shall be preserved unimpaired,
limited in lien to the property affected by such liens immediately prior to the
Merger.
ARTICLE II - ARTICLES OF INCORPORATION;
BYLAWS; BOARD OF DIRECTORS AND OFFICERS; CHARTER
2.1 The Articles of Incorporation of VIB as in effect immediately prior to
the Effective Time shall be and remain the Articles of Incorporation of the
Surviving Corporation without change or amendment, until altered, amended or
repealed as provided for therein or by law.
2.2 The Bylaws of VIB as in effect immediately prior to the Effective Time
shall be and remain the Bylaws of the Surviving Corporation without change or
amendment, until altered, amended, or repealed as provided for therein or by
law.
2.3 The Board of Directors and officers of VIB at the Effective Time shall
continue to serve as the Board of Directors and officers of the Surviving
Corporation until such time as their successors have been elected and qualified
as provided for by the Bylaws of VIB.
2.4 The Banking Charter, Certificates of Authority and Federal Reserve
System membership of VIB issued by the Department of Financial Institutions and
Federal Reserve Bank shall be and remain the Charter, Certificates of Authority
and Federal Reserve System membership of the Surviving Corporation; and VIB's
insurance of deposits coverage by the Federal Deposit Insurance Corporation
shall be and remain the insurance of deposits coverage of the Surviving
Corporation.
2.5 Pursuant to California Financial Code Section 4888, the banking offices
of BOS in California shall become branch banking offices of VIB, the loan
production offices of BOS shall become the loan production offices of VIB, and
all safe deposit, deposit and loan customers of BOS shall, by operation of law,
become customers of VIB.
ARTICLE III - CONVERSION OF SHARES
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In and by virtue of the merger, the shares of BOS Stock, VIB Stock and VIBC
Stock outstanding at the Effective Time shall be converted as follows:
(a) At the Effective Time, each issued and outstanding share of VIBC Stock
shall not be changed or converted as a result of the Merger but shall remain
outstanding as shares of VIBC Stock.
(b) At the Effective Time, each issued and outstanding share of VIB Stock
shall not be changed or converted as a result of the Merger but shall remain
outstanding as shares of VIB Stock, the shares of the Surviving Corporation.
(c) At the Effective Time, each issued and outstanding share of BOS Stock
shall automatically be converted into and exchanged for one share of VIB Stock.
At the Effective Time, each outstanding stock certificate which, prior to the
Effective Time, represented shares of BOS Stock shall automatically cease to
represent issued and outstanding shares of BOS Stock but shall be deemed for all
purposes to represent the aggregate number of shares of VIB Stock into which the
shares of BOS Stock represented by such certificates have been converted
pursuant to the Merger. Nothing herein shall preclude VIBC, as the sole
shareholder, from presenting the BOS Stock certificate to VIB for exchange for a
VIB Stock certificate.
(d) The provisions of this Article III shall not be affected by the
requirements of 12 CFR 552.14 regarding appraisal rights because BOS is a
wholly-owned subsidiary of VIBC, which hereby waives its rights of appraisal.
ARTICLE IV - FURTHER ASSURANCES
The parties hereto shall execute and deliver, or cause to be executed and
delivered, all such conveyances, deeds, transfers, assignments and other
documents and/or instruments, and will take or cause to be taken such further or
other action as VIBC or VIB may deem necessary or desirable in order to vest in
and confirm to VIB title to and possession of all of BOS's property, rights,
privileges, powers, franchises and interests hereunder and otherwise to carry
out the intent and purposes of this Agreement.
ARTICLE V - EFFECTIVE TIME
The Merger shall become effective at the close of business on the day on
which an executed copy of this Agreement with all requisite accompanying
certificates shall have been filed with the Commissioner of Financial
Institutions in accordance with Section 4887(a) of the California Financial
Code, shall have been filed with the California Secretary of State, in
accordance with Section 1103 of the California General Corporation Law, and
thereafter filed with the Commissioner of Financial Institutions, in accordance
with Section 4887(b) of the California Financial Code.
ARTICLE VI - CONDITIONS
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The filing of this Agreement with the California Secretary of State and the
Commissioner of Financial Institutions, as provided in Article V above, is
subject to the prior notification of the Merger to the Office of Thrift
Supervision and the approvals of the California Department of Financial
Institutions and the Federal Reserve Board to the Merger contemplated herein and
the expiration of all statutory waiting periods.
ARTICLE VII - TERMINATION
This Agreement may be terminated at any time prior to the Effective Time
before or after approval thereof by the shareholder of VIB or BOS, or by the
mutual consent and action of the Boards of Directors of VIB, BOS and VIBC.
ARTICLE VIII - CHOICE OF LAW
This Agreement has been executed in the State of California and its
validity, interpretation and performance shall be controlled by and construed
under the laws of the State of California except to the extent superceded by the
laws of the United States.
IN WITNESS WHEREOF, the parties hereto, pursuant to the approval and
authority duly given by resolution of their respective Boards of Directors, have
caused this Agreement to be signed by their respective Presidents and
Secretaries as of the day and year first written above.
BANK OF XXXXXXXXX, F.S.B.
By: /s/ Xxxxx X. Xxx
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Xxxxx X. Xxx, President
By: /s/ Xxxx X. Xxxxxxxx, Xx.
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Xxxx X. Xxxxxxxx, Xx., Secretary
VALLEY INDEPENDENT BANK
By: /s/ Xxxxxx X. Xxxx
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Xxxxxx X. Xxxx, President
By: /s/ Xxxxxxxxx Xxxxxx
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Xxxxxxxxx Xxxxxx, Secretary
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VIB CORP
By: /s/ Xxxxxx X. Xxxx
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Xxxxxx X. Xxxx, President
By: /s/ Xxxxxxxxx Xxxxxx
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Xxxxxxxxx Xxxxxx, Secretary
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